Common use of PROCEEDS AND COLLECTIONS Clause in Contracts

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute Collateral and proceeds of Collateral. (b) Absent a Cash Control Event, the Borrowers may collect all Receipts and use such Receipts in the ordinary course of business. (c) During a Cash Control Event, the Borrowers shall cause all Receipts to be deposited or transferred to the Administrative Agent's Account. (d) Subject to this Section 8.4, upon notice from the Administrative Agent to the Lead Borrower that a Cash Control Event has occurred: (i) All Receipts: (A) Shall be held in trust by the Borrowers for the Collateral Agent. (B) Shall not be commingled with any of any Borrower's other funds. (C) Shall be deposited and/or transferred only to a Collection Account or the applicable Administrative Agent's Accounts, and the Borrowers shall not have any authority to withdraw any amounts from such accounts and the Administrative Agent shall have no obligation to deposit such Receipts in the applicable Operating Account. (ii) The Lead Borrower shall cause the ACH transfer or wire transfer to the Collection Account or the applicable Administrative Agent's Account (except in those instances in which such transfer is not within the control of the Lead Borrower or any other Borrower), no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of the following: (A) The then contents of each DDA (other than any Exempt DDA), each such transfer to be net of any minimum balance, not to exceed $2,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained. (B) The proceeds of all credit card charges not otherwise provided for pursuant hereto. (iii) In the event that, notwithstanding the provisions of this Section 8.4(d), any of the Borrowers receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by that Borrower for the Agent and shall not be commingled with any of that Borrower's other funds or deposited in any account of any Borrower other than as instructed by the Administrative Agent. (iv) The Borrowers shall not disburse any funds in the DDAs, Collection Accounts or other deposit accounts (other than Exempt DDAs and the Operating Accounts in the ordinary course of business consistent with past practices) other than in accordance with the provisions of this Section 8.4.

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute and all other cash proceeds of any sale or other disposition of any of each Loan Party’s assets: (i) Constitute Collateral and proceeds of Collateral. (b) Absent a Cash Control Event, the Borrowers may collect all Receipts and use such Receipts in the ordinary course of business. (c) During a Cash Control Event, the Borrowers shall cause all Receipts to be deposited or transferred to the Administrative Agent's Account. (d) Subject to this Section 8.4, upon notice from the Administrative Agent to the Lead Borrower that a Cash Control Event has occurred: (i) All Receipts: (Aii) Shall be held in trust by the Borrowers Loan Parties for the Collateral Administrative Agent. (Biii) Shall not be commingled with any of any Borrower's Loan Party’s other funds. (Civ) Shall be deposited and/or transferred only to a Collection the Blocked Account or the applicable Administrative Agent's Accounts, and Concentration Account or DDAs which are swept on a periodic basis to a Blocked Account or the Borrowers shall not have any authority to withdraw any amounts from such accounts and the Administrative Agent shall have no obligation to deposit such Receipts in the applicable Operating Concentration Account. (iib) The Lead Borrower Borrowers’ Representative shall cause the by ACH transfer or wire transfer to the Collection Blocked Account or the applicable Administrative Agent's Account (except in those instances in which such transfer is not within the control of the Lead Borrower or any other Borrower)Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of the following: (Ai) The then entire contents (net of any minimum required balance not in any event to exceed $2500) of each DDA (other than but excluding any Exempt DDA), each such transfer to be net of any minimum balance, not to exceed $2,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained. (Bii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Administrative Agent on each Business Day on which any such transfer is made. (iiic) The Borrowers’ Representative shall cause by ACH or wire transfer to the Concentration Account, no less frequently than daily (and whether or not any Liabilities are then outstanding), of the entire ledger balance (net of any minimum required balance not in any event to exceed $2500) of the Blocked Account. (d) In the event that, notwithstanding the provisions of this Section 8.4(d)7.4, any of the Borrowers Loan Party receives or otherwise has dominion and control of any Receipts, or any other proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by that Borrower Loan Party for the Administrative Agent and shall not be commingled with any of that Borrower's Loan Party’s other funds or deposited in any account of any Borrower Loan Party other than as instructed by the Administrative Agent. (iv) The Borrowers shall not disburse any funds in the DDAs, Collection Accounts or other deposit accounts (other than Exempt DDAs and the Operating Accounts in the ordinary course of business consistent with past practices) other than in accordance with the provisions of this Section 8.4.

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute and all cash proceeds of any sale or other disposition of any Collateral: (i) Constitute Collateral and proceeds Proceeds of Collateral. (b) Absent a Cash Control Event, the Borrowers may collect all Receipts and use such Receipts in the ordinary course of business. (c) During a Cash Control Event, the Borrowers shall cause all Receipts to be deposited or transferred to the Administrative Agent's Account. (d) Subject to this Section 8.4, upon notice from the Administrative Agent to the Lead Borrower that a Cash Control Event has occurred: (i) All Receipts: (Aii) Shall be held in trust by the Borrowers such Borrower for the Collateral Agent. (Biii) Shall not be commingled with any of any Borrower's other funds, except as provided in Section 7.4(c). (Civ) Shall be deposited and/or transferred only to a Collection Account the Local Accounts, the Interim Concentration Accounts, Blocked Accounts or the applicable Administrative Agent's Accounts, and the Borrowers shall not have any authority to withdraw any amounts from such accounts and the Administrative Agent shall have no obligation to deposit such Receipts in the applicable Operating Concentration Account. (iib) The Lead Borrower shall cause the ACH transfer or wire transfer then contents of each Local Account (other than any Exempt DDA) to the Collection be transferred to an Interim Concentration Account or the applicable Administrative Agent's Account (except in those instances in which such transfer is not within the control of the Lead Borrower Concentration Account, by ACH or any other Borrower)wire transfer, no less frequently than daily (and whether or not there is then an outstanding on each Business Day to the extent the balance in the Loan Account) of the following: (A) The then contents of each DDA (other than any Exempt DDA), each such transfer to be net of any minimum balance, not to exceed Local Account exceeds $2,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained30,000. (Bc) The proceeds At all times that any Borrower is InDefault or at any time after the Maximum Availability has been less than $25,000,000 for more than 5 consecutive days, the Borrowers shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire available ledger balance of the Interim Concentration Accounts. At all credit card charges times that the Borrowers are not otherwise provided InDefault and that Maximum Availability has not been less than $25,000,000 for pursuant heretomore than five (5) consecutive days, the Borrowers may transfer any available balance of the Blocked Accounts into the Operating Account, Exempt DDAs, Interim Concentration Accounts or the Concentration Account. (iiid) In the event that, notwithstanding the provisions of this Section 8.4(d)7.4, any of the Borrowers Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by that such Borrower for the Agent and shall not be commingled with any of that such Borrower's other funds and shall be deposited and/or transferred to the Blocked Account or deposited the Concentration Account directly or as provided in any account of any Borrower other than as instructed by the Administrative Agentparagraph (b). (iv) The Borrowers shall not disburse any funds in the DDAs, Collection Accounts or other deposit accounts (other than Exempt DDAs and the Operating Accounts in the ordinary course of business consistent with past practices) other than in accordance with the provisions of this Section 8.4.

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute and all other cash proceeds of any sale or other disposition of any of each Loan Party’s assets: (i) Constitute Collateral and proceeds of Collateral. (b) Absent a Cash Control Event, the Borrowers may collect all Receipts and use such Receipts in the ordinary course of business. (c) During a Cash Control Event, the Borrowers shall cause all Receipts to be deposited or transferred to the Administrative Agent's Account. (d) Subject to this Section 8.4, upon notice from the Administrative Agent to the Lead Borrower that a Cash Control Event has occurred: (i) All Receipts: (Aii) Shall be held in trust by the Borrowers Loan Parties for the Collateral Administrative Agent. (Biii) Shall not be commingled with any of any Borrower's Loan Party’s other funds. (Civ) Shall be deposited and/or in a DDA or a Blocked Account and, after the occurrence and during the continuance of a Cash Dominion Event, shall be transferred only to a Collection Blocked Account or and/or the applicable Administrative Agent's Accounts, and the Borrowers shall not have any authority to withdraw any amounts from such accounts and the Administrative Agent shall have no obligation to deposit such Receipts in the applicable Operating ’s Account. (iib) The Lead Borrower Borrowers’ Representative shall cause the by ACH transfer or wire transfer to the Collection Account or the applicable Administrative Agent's Account (except in those instances in which such transfer is not within the control of the Lead Borrower or any other Borrower)a Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of ), the following: (Ai) The then entire contents (net of any minimum required balance not in any event to exceed $2500) of each DDA (other than but excluding any Exempt DDA), each such transfer to be net of any minimum balance, not to exceed $2,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained. (Bii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. So long as no Cash Dominion Event has occurred and is continuing, the Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts. (iiic) After the occurrence and during the continuance of a Cash Dominion Event, the Borrowers’ Representative shall cause by ACH or wire transfer to the Administrative Agent’s Account, no less frequently than daily (and whether or not any Liabilities are then outstanding), of the entire ledger balance (net of any minimum required balance not in any event to exceed $2500) of each Blocked Account. (d) In the event that, notwithstanding the provisions of this Section 8.4(d)7.4, any of the Borrowers Loan Party receives or otherwise has dominion and control of any Receipts, or any other proceeds or collections of any Collateral, after the occurrence and during the continuance of a Cash Dominion Event, such Receipts, proceeds, and collections shall be held in trust by that Borrower Loan Party for the Agent and Administrative Agent, shall not be commingled with any of that Borrower's Loan Party’s other funds or deposited in any account of any Borrower Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into the Administrative Agent’s Account or dealt with in such other than fashion as such Loan Party may be instructed by the Administrative Agent. (iv) The Borrowers shall not disburse any funds in the DDAs, Collection Accounts or other deposit accounts (other than Exempt DDAs and the Operating Accounts in the ordinary course of business consistent with past practices) other than in accordance with the provisions of this Section 8.4.

PROCEEDS AND COLLECTIONS. (a) All Receipts and all cash proceeds of any sale or other disposition of any of the Borrower’s assets constitute Collateral and proceeds of Collateral. (b) Absent . After the occurrence and during the continuance of a Cash Control Dominion Event, the Borrowers may collect all Receipts and use such Receipts in all cash proceeds of any sale or other disposition of any of the ordinary course of business. (c) During a Cash Control Event, the Borrowers Borrower’s assets shall cause all Receipts to be deposited or transferred to the Administrative Agent's Account. (d) Subject to this Section 8.4, upon notice from the Administrative Agent to the Lead Borrower that a Cash Control Event has occurred: (i) All Receipts: (A) Shall be held in trust by the Borrowers Borrower for the Collateral Agent. (B) Shall ; shall not be commingled with any of any the Borrower's ’s other funds. (C) Shall , and shall be deposited and/or transferred only to a Collection the Blocked Account or the applicable Administrative Agent's Accounts, and the Borrowers shall not have any authority to withdraw any amounts from such accounts and the Administrative Agent shall have no obligation to deposit such Receipts in the applicable Operating Concentration Account. (iib) The Lead After the occurrence and during the continuance of a Cash Dominion Event, the Borrower shall cause the ACH transfer or wire transfer to the Collection Account or the applicable Administrative Agent's Account (except in those instances in which such transfer is not within the control of the Lead Borrower or any other Borrower)Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of the following: (Ai) The then contents of each DDA (other than any Exempt DDA), each such transfer to be net of any minimum balance, not to exceed $2,000.00, 1,500.00 as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained). (Bii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. (iiic) Whether or not any Liabilities are then outstanding, after the occurrence and during the continuance of a Cash Dominion Event, the Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of the entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $1,000.00 as may be required to be maintained in the Blocked Account by the depository with which the Blocked Account is maintained. Telephone advice (confirmed by written notice) shall be provided to the Agent on each Business Day on which any such transfer is made. (d) In the event that, notwithstanding the provisions of this Section 8.4(d)7-4, any after the occurrence and during the continuance of a Cash Dominion Event, the Borrowers Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by that the Borrower for the Agent and shall not be commingled with any of that the Borrower's ’s other funds or deposited in any account of any the Borrower other than as instructed by the Administrative AgentBlocked Account. (iv) The Borrowers shall not disburse any funds in the DDAs, Collection Accounts or other deposit accounts (other than Exempt DDAs and the Operating Accounts in the ordinary course of business consistent with past practices) other than in accordance with the provisions of this Section 8.4.

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute Collateral and proceeds of Collateral. (b) Absent a Cash Control Event, the Borrowers may collect all Receipts and use such Receipts in the ordinary course of business. (c) During a Cash Control Event, the Borrowers for each Division shall cause all Receipts to be deposited or transferred to the Administrative Agent's AccountAccount for such Division. (d) Subject to this Section 8.4, upon notice from the Administrative Agent to the Lead Borrower that a Cash Control Event has occurred: (i) All Receipts: (A) Shall be held in trust by the Borrowers for the Collateral Agent. (B) Shall not be commingled with any of any Borrower's other funds. (C) Shall be deposited and/or transferred only to a Collection Account or the applicable Administrative Agent's Accounts, and the Borrowers shall not have any authority to withdraw any amounts from such accounts and the Administrative Agent shall have no obligation to deposit such Receipts in the applicable Operating Account. (ii) The Lead Borrower shall cause the ACH transfer or wire transfer to the Collection Account or the applicable Administrative Agent's Account (except in those instances in which such transfer is not within the control of the Lead Borrower or any other Borrower), no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of the following: (A) The then contents of each DDA (other than any Exempt DDA), each such transfer to be net of any minimum balance, not to exceed $2,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained. (B) The proceeds of all credit card charges not otherwise provided for pursuant hereto. (iii) In the event that, notwithstanding the provisions of this Section 8.4(d), any of the Borrowers receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by that Borrower for the Agent and shall not be commingled with any of that Borrower's other funds or deposited in any account of any Borrower other than as instructed by the Administrative Agent. (iv) The Borrowers shall not disburse any funds in the DDAs, Collection Accounts or other deposit accounts (other than Exempt DDAs and the Operating Accounts in the ordinary course of business consistent with past practices) other than in accordance with the provisions of this Section 8.4.

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute and all cash proceeds of any sale or other disposition of Inventory and Accounts of each Credit Party: (i) Constitute Collateral and proceeds of Collateral. (bii) Absent During the existence of a Cash Control Event, the Borrowers may collect all Receipts and use such Receipts in the ordinary course of business. (c) During a Cash Control Event, the Borrowers shall cause all Receipts to be deposited or transferred to the Administrative Agent's Account. (d) Subject to this Section 8.4, upon notice from the Administrative Agent to the Lead Borrower that a Cash Control Event has occurred: (i) All Receipts: (A) Shall be held in trust by the Borrowers Credit Parties for the Collateral Administrative Agent. (Biii) Shall During the existence of a Cash Control Event, shall not be commingled with any of any BorrowerCredit Party's other funds. (Civ) Shall During the existence of a Cash Control Event, shall be deposited and/or transferred only to a Collection Account the Blocked Accounts or the applicable Administrative Agent's Accounts, and the Borrowers shall not have any authority to withdraw any amounts from such accounts and the Administrative Agent shall have no obligation to deposit such Receipts in the applicable Operating Concentration Account. (iib) The During the existence of a Cash Control Event, the Lead Borrower shall cause the ACH transfer or wire transfer to the Collection Account Blocked Accounts or the applicable Administrative Agent's Account (except in those instances in which such transfer is not within the control of the Lead Borrower or any other Borrower)Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of the following: (Ai) The then contents of collected funds in each DDA (other than any Blocked Account or any Exempt DDA), each such transfer to be net of any minimum balance, not to exceed $2,000.0010,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained). (Bii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Administrative Agent on each Business Day on which any such transfer is made. (iiic) Whether or not any Liabilities are then outstanding, during the existence of a Cash Control Event, the Lead Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily on each Business Day, of all collected funds in each Blocked Account, net of such minimum balance, not to exceed $250,000.00, as may be required to be maintained in the Blocked Account by the depository which the Blocked Account is maintained. (d) In the event that, notwithstanding the provisions of this Section 8.4(d)7.4, during the existence of a Cash Control Event, any of the Borrowers Credit Party receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral or proceeds from Capital Events and/or casualty insurance proceeds relating to Collateral, such Receipts, proceeds, and collections shall be held in trust by that Borrower Credit Party for the Administrative Agent and shall not be commingled with any of that BorrowerCredit Party's other funds or deposited in any account of any Borrower Credit Party other than as instructed by the Administrative Agent. (iv) The Borrowers shall not disburse any funds in the DDAs, Collection Accounts or other deposit accounts (other than Exempt DDAs and the Operating Accounts in the ordinary course of business consistent with past practices) other than in accordance with the provisions of this Section 8.4.

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute and all cash proceeds of any sale or other disposition of Inventory and Accounts of each Borrower: (i) Constitute Collateral and proceeds of Collateral. (bii) Absent During the existence of a Cash Control Event, the Borrowers may collect all Receipts and use such Receipts in the ordinary course of business. (c) During a Cash Control Event, the Borrowers shall cause all Receipts to be deposited or transferred to the Administrative Agent's Account. (d) Subject to this Section 8.4, upon notice from the Administrative Agent to the Lead Borrower that a Cash Control Event has occurred: (i) All Receipts: (A) Shall be held in trust by the Borrowers for the Collateral Administrative Agent. (Biii) Shall During the existence of a Cash Control Event, shall not be commingled with any of any Borrower's other funds. (Civ) Shall During the existence of a Cash Control Event, shall be deposited and/or transferred only to a Collection Account or the applicable Administrative Agent's Accounts, and the Borrowers shall not have any authority to withdraw any amounts from such accounts and the Administrative Agent shall have no obligation to deposit such Receipts directed in the applicable Operating Accountaccordance with Section 6-1(d)(i). (iib) The During the existence of a Cash Control Event, the Lead Borrower shall cause the ACH transfer or wire transfer to the Collection Account or the applicable Administrative Agent's Account (except in those instances in which such transfer is not within the control of the Lead Borrower or any other Borrower)Primary Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of the following: (Ai) The then contents of collected funds in each DDA (other than any Exempt DDADDA described in clauses (i) and (ii) of the definition thereof), each such transfer to be net of any minimum balance, not to exceed $2,000.0010,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained). (Bii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Administrative Agent on each Business Day on which any such transfer is made. (iiic) In accordance with Section 6-1(d)(ii) hereof, during the existence of a Cash Control Event, the Lead Borrower shall cause the ACH or wire transfer on each Business Day of all available Receipts in the Primary Blocked Account to the Concentration Account or to any other account designated from time to time by the Administrative Agent (net of such minimum balance, if any, not to exceed $10,000.00, as may reasonably be required to be maintained in the Primary Blocked Account by the depository with which the Primary Blocked Account is maintained), provided that (1) after application of the amount of such Receipts necessary to satisfy all Liabilities in full (including to provide cash collateral as described in Section 6-5(c)(ii)), the Administrative Agent shall return any excess amounts to the Primary Blocked Account on the next succeeding Business Day, and (2) if no Liabilities are then outstanding, the Administrative Agent shall return the full amount of such Receipts to the Primary Blocked Account on the next succeeding Business Day (d) In the event that, notwithstanding the provisions of this Section 8.4(d)6-4, during the existence of a Cash Control Event, any of the Borrowers Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by that Borrower for the Administrative Agent and shall not be commingled with any of that Borrower's other funds or deposited in any account of any Borrower other than as instructed by the Administrative Agent. (iv) The Borrowers shall not disburse any funds in the DDAs, Collection Accounts or other deposit accounts (other than Exempt DDAs and the Operating Accounts in the ordinary course of business consistent with past practices) other than in accordance with the provisions of this Section 8.4.

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute and all other cash proceeds of any Disposition of any of each Loan Party’s assets: (i) Constitute Collateral and proceeds of Collateral. (b) Absent a Cash Control Event, the Borrowers may collect all Receipts and use such Receipts in the ordinary course of business. (c) During a Cash Control Event, the Borrowers shall cause all Receipts to be deposited or transferred to the Administrative Agent's Account. (d) Subject to this Section 8.4, upon notice from the Administrative Agent to the Lead Borrower that a Cash Control Event has occurred: (i) All Receipts: (Aii) Shall be held in trust by the Borrowers Loan Parties for the Collateral Administrative Agent or for the Revolving Agent, as applicable. (Biii) Shall not be commingled with any of any Borrower's Loan Party’s other funds. (Civ) Shall be deposited and/or transferred only to a Collection Blocked Account if not proceeds of Term Loan Priority Collateral or to the applicable Administrative Agent's Accounts, and the Borrowers shall not have any authority to withdraw any amounts from such accounts and the Administrative Agent shall have no obligation to deposit such Receipts in the applicable Operating AccountTerm Loan Priority Account if proceeds of Term Loan Priority Collateral. (iib) The Lead Borrower For all Receipts, the Borrowers’ Representative shall cause the by ACH transfer or wire transfer to the Collection Account or the applicable Administrative Agent's Account (except in those instances in which such transfer is not within the control of the Lead Borrower or any other Borrower)a Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of daily, the following: (Ai) The then entire contents (net of any minimum required balance not in any event to exceed $2,500) of each DDA (other than but excluding any Exempt DDA), each such transfer to be net of any minimum balance, not to exceed $2,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained. (Bii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. So long as no Cash Dominion Event has occurred and is continuing, the Loan Parties may direct, and shall have sole control over, the manner of disposition of funds in the Blocked Accounts; provided, that notwithstanding the foregoing, all proceeds of the Term Loan Priority Collateral shall be promptly paid to the Administrative Agent for application to the Liabilities. (iiic) After the occurrence and during the continuance of a Cash Dominion Event, the Borrowers’ Representative shall cause by ACH or wire transfer to an account maintained by the Revolving Agent at Bank of America, N.A., no less frequently than daily, of the entire ledger balance (net of any minimum required balance not in any event to exceed $2,500) of each Blocked Account, which funds shall be applied to the obligations as required by the Revolving Credit Agreement. Notwithstanding the foregoing, all Net Proceeds of Term Loan Priority Collateral shall be paid into the Term Loan Priority Account. (d) In the event that, notwithstanding the provisions of this Section 8.4(d)7.4, any of the Borrowers Loan Party receives or otherwise has dominion and control of any Receipts, or any other proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by that Borrower Loan Party for the Revolving Agent and the Administrative Agent, shall not be commingled with any of that Borrower's Loan Party’s other funds or deposited in any account of any Borrower Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into a Blocked Account or the Term Loan Priority Account or dealt with in such other than fashion as such Loan Party may be instructed by the Revolving Agent or the Administrative Agent. (iv) The Borrowers shall not disburse any funds in the DDAs, Collection Accounts or other deposit accounts (other than Exempt DDAs and the Operating Accounts in the ordinary course of business consistent with past practices) other than Agent in accordance with the provisions of this Section 8.4Intercreditor Agreement.

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute and all cash proceeds of any sale or other disposition of any of the Borrowers’ assets: (i) Constitute Collateral and proceeds of Collateral. (b) Absent a Cash Control Event, the Borrowers may collect all Receipts and use such Receipts in the ordinary course of business. (c) During a Cash Control Event, the Borrowers shall cause all Receipts to be deposited or transferred to the Administrative Agent's Account. (d) Subject to this Section 8.4, upon notice from the Administrative Agent to the Lead Borrower that a Cash Control Event has occurred: (i) All Receipts: (Aii) Shall be held in trust by the Borrowers for the Collateral AgentLender. (Biii) Shall not be commingled with any of any Borrower's the Borrowers’ other funds. (Civ) Shall be deposited and/or transferred only to a Collection the Blocked Account or the applicable Administrative Agent's Accounts, and the Borrowers shall not have any authority to withdraw any amounts from such accounts and the Administrative Agent shall have no obligation to deposit such Receipts in the applicable Operating Concentration Account. (iib) The Lead Borrower shall cause the ACH transfer or wire transfer to the Collection Account Blocked or the applicable Administrative Agent's Account (except in those instances in which such transfer is Concentration Account, not within the control of the Lead Borrower or any other Borrower), no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of the following: (Ai) The then contents of each DDA (other than any Exempt DDA), each such transfer to be net of any minimum balance, not to exceed $2,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained. (Bii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. (iii) Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (c) Whether or not any Liabilities are then outstanding, the Lead Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $2,000.00, as may be required to be maintained in the Blocked Account by the depository which the Blocked Account is maintained. (d) In the event that, notwithstanding the provisions of this Section 8.4(d)7.4, any of the Borrowers Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by that such Borrower for the Agent Lender and shall not be commingled with any of that such Borrower's ’s other funds or deposited in any account of any such Borrower other than as instructed by the Administrative AgentLender. (iv) The Borrowers shall not disburse any funds in the DDAs, Collection Accounts or other deposit accounts (other than Exempt DDAs and the Operating Accounts in the ordinary course of business consistent with past practices) other than in accordance with the provisions of this Section 8.4.

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute and all other cash proceeds of any sale or other disposition of any of each Loan Party's assets: (i) Constitute Collateral and proceeds of Collateral. (b) Absent a Cash Control Event, the Borrowers may collect all Receipts and use such Receipts in the ordinary course of business. (c) During a Cash Control Event, the Borrowers shall cause all Receipts to be deposited or transferred to the Administrative Agent's Account. (d) Subject to this Section 8.4, upon notice from the Administrative Agent to the Lead Borrower that a Cash Control Event has occurred: (i) All Receipts: (Aii) Shall be held in trust by the Borrowers Loan Parties for the Collateral Administrative Agent. (Biii) Shall not be commingled with any of any BorrowerLoan Party's other funds. (Civ) Shall be deposited and/or transferred only to a Collection the Blocked Account or the applicable Administrative Agent's Accounts, and the Borrowers shall not have any authority to withdraw any amounts from such accounts and the Administrative Agent shall have no obligation to deposit such Receipts in the applicable Operating Concentration Account. (iib) The Lead Borrower Borrowers' Representative shall cause the ACH transfer or wire transfer to the Collection Blocked Account or the applicable Administrative Agent's Account (except in those instances in which such transfer is not within the control of the Lead Borrower or any other Borrower)Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of the following: (Ai) The then entire contents (net of any minimum required balance not in any event to exceed $2500) of each DDA (other than but excluding any Exempt DDA), each such transfer to be net of any minimum balance, not to exceed $2,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained. (Bii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Administrative Agent on each Page 88 Business Day on which any such transfer is made. (iiic) The Borrowers' Representative shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily (and whether or not any Liabilities are then outstanding), of the entire ledger balance (net of any minimum required balance not in any event to exceed $2500) of the Blocked Account. (d) In the event that, notwithstanding the provisions of this Section 8.4(d)8.4, any of the Borrowers Loan Party receives or otherwise has dominion and control of any Receipts, or any other proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by that Borrower Loan Party for the Administrative Agent and shall not be commingled with any of that BorrowerLoan Party's other funds or deposited in any account of any Borrower Loan Party other than as instructed by the Administrative Agent. (iv) The Borrowers shall not disburse any funds in the DDAs, Collection Accounts or other deposit accounts (other than Exempt DDAs and the Operating Accounts in the ordinary course of business consistent with past practices) other than in accordance with the provisions of this Section 8.4.

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute and all other cash proceeds of any sale or other disposition of any of each Loan Party’s assets: (i) Constitute Collateral and proceeds of Collateral. (b) Absent a Cash Control Event, the Borrowers may collect all Receipts and use such Receipts in the ordinary course of business. (c) During a Cash Control Event, the Borrowers shall cause all Receipts to be deposited or transferred to the Administrative Agent's Account. (d) Subject to this Section 8.4, upon notice from the Administrative Agent to the Lead Borrower that a Cash Control Event has occurred: (i) All Receipts: (Aii) Shall be held in trust by the Borrowers Loan Parties for the Collateral Administrative Agent. (Biii) Shall not be commingled with any of any Borrower's Loan Party’s other funds. (Civ) Shall be deposited and/or transferred only to a Collection the Blocked Account or the applicable Administrative Agent's Accounts, and Concentration Account or DDAs which are swept on a periodic basis to a Blocked Account or the Borrowers shall not have any authority to withdraw any amounts from such accounts and the Administrative Agent shall have no obligation to deposit such Receipts in the applicable Operating Concentration Account. (iib) The Lead Borrower Borrowers’ Representative shall cause the by ACH transfer or wire transfer to the Collection Blocked Account or the applicable Administrative Agent's Account (except in those instances in which such transfer is not within the control of the Lead Borrower or any other Borrower)Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of the following: (Ai) The then entire contents (net of any minimum required balance not in any event to exceed $2500) of each DDA (other than but excluding any Exempt DDA), each such transfer to be net of any minimum balance, not to exceed $2,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained. (Bii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Administrative Agent on each Business Day on which any such transfer is made. (iiic) The Borrowers’ Representative shall cause by ACH or wire transfer to the Concentration Account, no less frequently than daily (and whether or not any Liabilities are then outstanding), of the entire ledger balance (net of any minimum required balance not in any event to exceed $2500) of the Blocked Account. (d) In the event that, notwithstanding the provisions of this Section 8.4(d)8.4, any of the Borrowers Loan Party receives or otherwise has dominion and control of any Receipts, or any other proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by that Borrower Loan Party for the Administrative Agent and shall not be commingled with any of that Borrower's Loan Party’s other funds or deposited in any account of any Borrower Loan Party other than as instructed by the Administrative Agent. (iv) The Borrowers shall not disburse any funds in the DDAs, Collection Accounts or other deposit accounts (other than Exempt DDAs and the Operating Accounts in the ordinary course of business consistent with past practices) other than in accordance with the provisions of this Section 8.4.

PROCEEDS AND COLLECTIONS. (a) All Receipts constitute and all cash proceeds of any sale or other disposition of any of each Borrower’s assets: (i) Constitute Collateral and proceeds of Collateral. (b) Absent a Cash Control Event, the Borrowers may collect all Receipts and use such Receipts in the ordinary course of business. (c) During a Cash Control Event, the Borrowers shall cause all Receipts to be deposited or transferred to the Administrative Agent's Account. (d) Subject to this Section 8.4, upon notice from the Administrative Agent to the Lead Borrower that a Cash Control Event has occurred: (i) All Receipts: (Aii) Shall be held in trust by the Borrowers for the Collateral AgentLender unless a Cash Dominion Release Event has occurred and is continuing. (Biii) Shall not be commingled with any of any Borrower's ’s other fundsfunds unless a Cash Dominion Release Event has occurred and is continuing. (Civ) Shall be deposited and/or transferred by the Borrowers only to a Collection the Blocked Account, the Concentration Account or the applicable Administrative Agent's Accounts, Lender’s Depository Account unless a Cash Dominion Release Event has occurred and the Borrowers shall not have any authority to withdraw any amounts from such accounts and the Administrative Agent shall have no obligation to deposit such Receipts in the applicable Operating Accountis continuing. (iib) The Lead Borrower shall cause the ACH transfer or wire transfer to the Collection Account or the applicable Administrative Agent's Account (except in those instances in which such transfer is not within the control of the Lead Borrower or any other Borrower), no less frequently than daily (and whether Whether or not there is then an outstanding balance in the Loan Account, unless a Cash Dominion Release Event has occurred and is continuing, the Lead Borrower shall cause the ACH or wire transfer to the Blocked Account, not less frequently than weekly (or daily following the occurrence and during the continuance of an Event of Default) of the following: (Ai) The then contents of each DDA (other than any Exempt DDA)) which consist of available funds, each such transfer to be net of any minimum balance, (not to exceed $2,000.00750 or, in the case of the Operating Account, $150,000), as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained. (Bii) The proceeds of all credit card charges not otherwise provided for pursuant hereto. (iiic) Whether or not there is then an outstanding balance in the Loan Account, unless a Cash Dominion Release Event has occurred and is continuing, the then contents of each Blocked Account which consist of available funds shall be transferred to the Concentration Account not less frequently than weekly (or daily following the occurrence and during the continuance of an Event of Default), such transfer to be net of any minimum balance (not to exceed $750.00) as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained. (d) Whether or not there is then an outstanding balance in the Loan Account, unless a Cash Dominion Release Event has occurred and is continuing, the then contents of the Concentration Account which consist of available funds shall be transferred to the Lender’s Depository Account not less frequently than weekly (or daily following the occurrence and during the continuance of an Event of Default), such transfer to be net of any minimum balance (not to exceed $750.00) as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained. (e) In the event that, notwithstanding the provisions of this Section 8.4(d)7.4, any of the Borrowers Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, unless a Cash Dominion Release Event has occurred and is continuing, such Receipts, proceeds, and collections shall be held in trust by that Borrower for the Agent Lender and shall not be commingled with any of that Borrower's ’s other funds or deposited in any account of any Borrower other than as instructed by the Administrative AgentLender. (iv) The Borrowers shall not disburse any funds in the DDAs, Collection Accounts or other deposit accounts (other than Exempt DDAs and the Operating Accounts in the ordinary course of business consistent with past practices) other than in accordance with the provisions of this Section 8.4.